27 unchanged sentences
The information required by this Item regarding the Audit Committee, its members and the Audit Committee financial experts is incorporated by reference herein from the subsection entitled “Committee Functions, Membership and Meetings” in the section entitled “Board of Directors and Board Committees” in our 2025 Proxy Statement.
+Added: The information required by this Item regarding our insider trading policy is incorporated by reference herein from the subsection entitled "Trading, Hedging and Pledging" in our 2025 Proxy Statement.
We have adopted a code of ethics applicable to our principal executive officer, principal financial officer and principal accounting officer (the "Finance Code of Conduct").
3 unchanged sentences
The reference to our website address does not constitute incorporation by reference of any of the information contained on the website, and such information is not a part of this Annual Report.
+Added: CNDT 2024 Annual Report
EXECUTIVE COMPENSATION
The information required by this Item included under the following captions in our 2025 Proxy Statement is incorporated herein by reference:
−Removed: “Compensation Discussion and Analysis” (including the “Summary Compensation Table”, “Grants of Plan-Based Awards in 2023”, “Outstanding Equity Awards at 2023 Fiscal Year-End”, “Option Exercises and Stock Vested in 2023”, “Potential Payments upon Termination or Change in Control”, and “Compensation Committee Report” subsections), “Annual Director Compensation” and “Compensation Committee Interlocks and Insider Participation”.The information included under the heading “Compensation Committee Report” in our 2024 Proxy Statement is incorporated herein by reference;
+Added: “Compensation Discussion and Analysis” (including the “Summary Compensation Table”, “Grants of Plan-Based Awards in 2024”, “Outstanding Equity Awards at 2024 Fiscal Year-End”, “Option Exercises and Stock Vested in 2024”, “Potential Payments upon Termination or Change in Control”, and “Compensation Committee Report” subsections), “Annual Director Compensation” and “Compensation Committee Interlocks and Insider Participation”.
+Added: The information included under the heading “Compensation Committee Report” in our 2025 Proxy Statement is incorporated herein by reference;
however, this information shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.
−Removed: CNDT 2023 Annual Report
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
17 unchanged sentences
▪ Schedule II–Valuation and Qualifying Accounts for each of the three years in the period ended December 31, 2024.
+Added: CNDT 2024 Annual Report
The exhibits filed herewith are set forth in the exhibit Index included herein.
(b) Management contracts or compensatory plans or arrangements listed that are applicable to the executive officers named in the Summary Compensation Table which appears in the Registrant's 2025 Proxy Statement or to our directors are preceded by an asterisk (*).
−Removed: CNDT 2023 Annual Report
Valuation and Qualifying Accounts
−Removed: For the three years ended December 31, 2023
+Added: No allowances or recoveries for credit losses were recorded for the three years ended December 31, 2024.
+Added: Activity in tax valuation allowances for the three years ended December 31, 2024 is shown below:
(in millions) Balance
of period Additions
−Removed: expense (1)(4)
Amounts (credited) charged to other income statement accounts
Deductions and other, net of recoveries
−Removed: Allowance for Credit Losses:
−Removed: 2023 Accounts Receivable $ — $ — $ — $ — $ —
−Removed: 2022 Accounts Receivable — — — — —
−Removed: 2021 Accounts Receivable 2 1 — ( 3 ) —
Tax Valuation Allowance (1) :
2 unchanged sentences
2022 Tax Valuation 82 34 — ( 14 ) 102
−Removed: (1) Account Receivables/Contract Assets:
−Removed: additions charged to expense represent bad debt provisions relate to estimated losses due to credit and similar collectability issues.
−Removed: (2) Account Receivables:
−Removed: Other charges (credits) relate to adjustments to reserves necessary to reflect events of non-payment such as customer accommodations and contract terminations.
−Removed: (3) Account Receivables/Contract Assets:
−Removed: Deductions and other, net of recoveries primarily relates to receivable and contract asset write-offs, but also includes reclassification to other balance sheet accounts, the impact of foreign currency translation adjustments and recoveries of previously written off receivables and contract assets.
−Removed: (4) Tax Valuation:
−Removed: tax valuation allowance are primarily related to certain net operating loss carryforwards, tax credit carryforwards and deductible temporary differences for which we have concluded it is more-likely-than-not that these items will not be realized in the ordinary course of operations.
+Added: (1) Tax valuation allowances are primarily related to certain net operating loss carryforwards, tax credit carryforwards and deductible temporary differences for which we have concluded it is more-likely-than-not that these items will not be realized in the ordinary course of operations.
FORM 10-K SUMMARY
5 unchanged sentences
8-K 2.1 9/19/2023
+Added: 2.2 First Amendment to Custodial Transfer and Purchase Agreement, between Conduent Business Services, LLC and HealthEquity, Inc., dated as of March 7, 2024.
+Added: 10-Q 2.2 8/7/2024
3.1 Restated Certificate of Incorporation of Registrant filed with the Department of the State of New York on December 31, 2016.
7 unchanged sentences
10.1 Credit Agreement, dated as of October 15, 2021, among Conduent Incorporated, Conduent Business Services, LLC, Conduent State & Local Solutions, Inc., Affiliated Computer Services International B.V., the Guarantors party thereto from time to time, the Lenders and L/C Issuers party thereto from time to time and Bank of America, N.A., as Administrative Agent.
−Removed: 10-Q 10.1 11/14/2021
+Added: 10-Q 10.6(f) 11/14/2021
10.2(a) Joinder Agreement to Agreement, dated December 31, 2016, among Conduent Incorporated, Xerox Corporation, Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P.
Inc., Beckton Corp., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Jonathan Christodoro and Carl C.
−Removed: 8-K 10.6(f) 1/3/2017
+Added: 8-K 10.6 1/3/2017
10.2(b) Agreement, dated January 28, 2016, among Xerox Corporation, Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P.
20 unchanged sentences
10-Q 10.6(a)(ix) 5/3/2022
+Added: CNDT 2024 Annual Report
*10.4(a)(viii) Form of Performance Restricted Stock Unit Award Agreement 2022 under the 2021 PIP
10-Q 10.6(a)(x) 5/3/2022
−Removed: CNDT 2023 Annual Report
*10.4(a)(ix) Form of Agreement for Non-Employee Directors under 2021 PIP.
9 unchanged sentences
10-Q 10.6(a)(iii) 5/3/2023
−Removed: *10.4(b) Registrant's Executive Change in Control Severance Plan dated as of April 25, 2017.
−Removed: 8-K 10.1 8/28/2017
+Added: *10.4(a)(xiv) Form of Restricted Stock Unit Award Agreement 2024 under the 2021 PIP
+Added: 10-Q 10.6(a)(i) 5/2/2024
+Added: *10.4(a)(xv) Form of Performance Stock Unit Award Agreement 2024 (Adjusted Revenue Growth) under the 2021 PIP.
+Added: 10-Q 10.6(a)(ii) 5/2/2024
+Added: *10.4(a)(xvi) Form of Performance Stock Unit Award Agreement 2024 (rTSR) under the 2021 PIP.
+Added: 10-Q 10.6(a)(iii) 5/2/2024
+Added: *10.4(b) Registrant's Amended and Restated Executive Change in Control Severance Plan .
*10.4(c)(i) Letter Agreement dated May 21, 2019 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements.
12 unchanged sentences
Executive Severance Policy, as amended
−Removed: 10-Q 10.1 8/2/2022
*10.4(g) Form of Director and Officer Indemnification Agreement
10-Q 10.1 11/1/2023
+Added: 10.5 Purchase Agreement dated June 8, 2024, among the Company and the Icahn Parties.
+Added: 8-K 10.1 6/10/2024
19 Insider Trading Policy
+Added: 10-K 19 2/21/2024
21 List of subsidiaries of Registrant.
5 unchanged sentences
97 Conduent Incorporated Compensation Recoupment Policy, effective as of October 31, 2023
+Added: 10-K 97 2/21/2024
+Added: CNDT 2024 Annual Report
101 The following materials from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2024 formatted in Inline XBRL:
1 unchanged sentence
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
−Removed: CNDT 2023 Annual Report
* Indicates management contract or compensatory plan or arrangement.
11 unchanged sentences
/s/ CLIFFORD SKELTON
−Removed: Chief Executive Officer and Director
+Added: President, Chief Executive Officer and Director
Clifford Skelton
−Removed: Principal Financial and Accounting Officer:
+Added: Principal Financial Officer:
/s/ STEPHEN WOOD
−Removed: Executive Vice President, Chief Financial Officer and Principal Accounting Officer
−Removed: /s/ HUNTER GARY
+Added: Executive Vice President and Chief Financial Officer
+Added: Principal Accounting Officer:
+Added: /s/ GEORGE ABATE
+Added: Vice President and Chief Accounting Officer
/s/ KATHY HIGGINS VICTOR
2 unchanged sentences
Director and Chairman of the Board
−Removed: /s/ JESSE LYNN
−Removed: /s/ STEVEN MILLER
−Removed: Steven Miller
/s/ MICHAEL MONTELONGO
4 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.